CONFIDENTIALITY AGREEMENT

between

(1) BayWa r.e. Romania S.R.L., a company incorporated under the laws of Romania and with
registered address at str. Al. Papiu Ilarian, nr. 8 et. 2, jud. Sibiu 550160 Romania
("BayWa r.e"); and

(2) FAIR INTERNATIONAL TRADING CORP. and FITC COMMODITIES KENYA a company
incorporated under the laws of Florida, United States of America as well as KENYA and
with registered address at 16821 Rose Apple Drive, Delray Beach, FL 33445 USA ("[FITC
US & KENYA") (each a "Party" and together the "Parties").

WHEREAS
(A) The Parties have expressed their interest to exchange information about the Construction of
a Wind Energy Project (WINDPARK) worth 800 Mio. USD in Kenya Marsabit County by the
Kenyan Government (the "Project").

(B) The Parties wish to enter into further discussions about the Project and in this context either
Party, its Representatives and/or its Affiliates (together the "Disclosing Party") may disclose
or otherwise make accessible Confidential Information to the other Party, its Representatives
and/or its Affiliates (together the "Receiving Party").

(C) By entering into this confidentiality agreement (the "Agreement"), the Parties, inter alia, wish
to agree on certain obligations with regard to the Confidential Information disclosed or
otherwise made accessible and wish to clarify that there shall be no obligation by either
Party to enter into any further contractual arrangement with the other Party in relation to the
Project or to further pursue the Project.

Now therefore, subject to the terms and conditions set forth herein, it is hereby agreed as follows:

1. DEFINITIONS
For the purposes of this Agreement,

1.1. "Confidential Information" shall mean any information in respect of, or in connection with, the
Project and the Parties, including (but not limited to) financial, business, legal, technical,
operational, administrative, sourcing, production, sales, customer, marketing, staff,
management, research, development or intellectual property information in whatever form
(including, but not limited to, written oral, visual or electronic form or on tape or disk or any
other form), that irrespective of the Party having prepared such information, is directly or
indirectly disclosed or otherwise made accessible by the Disclosing Party to the Receiving
Party or being or coming otherwise in the possession or knowledge of the Receiving Party
whether before, on or after the effective date of this Agreement, as well as information that is
generated from such information to the extent that it contains or reflects such information.
Confidential Information shall also include any information on the Parties' intention to pursue
the Project, on the status or progress of the Project, on the existence and the content of this
Agreement and any other agreement entered into or to be entered into by the Parties;

1.2. "Representatives" shall mean the representatives, directors, officers, employees, agents,
subcontractors, professional advisors (including lawyers, accountants, consultants and
financial advisors) and finance and insurance providers of a Party and/or of any Affiliate of that
Party; and

1.3. "Affiliate" shall mean a company, corporation or other legal entity which (i) is directly or
indirectly controlled by a Party, (ii) directly or indirectly controls a Party or (iii) is directly or
indirectly under common control with a Party, provided that "control" shall require the
ownership of the majority of the partners', shareholders' or members' voting rights or the
possibility to exercise a dominant influence pursuant to a contract or pursuant to the
memorandum or articles of association.

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2. CONFIDENTIALITY OBLIGATIONS OF THE RECEIVING PARTY
2.1. The Receiving Party

a) shall treat the Confidential Information strictly confidential and keep it in confidence,

b) shall take all necessary measures to maintain confidentiality and to prevent theft and
unauthorised access to Confidential Information with the type and extent of such
measures being at least equivalent to such measures which the Receiving Party
applies to its own confidential information;

c) shall not disclose, provide or otherwise make available without the Disclosing Party's
prior written consent Confidential Information to any third party (other than its
Representatives and Affiliates), provided that in any case of any so consented
disclosure such third party shall be subject to a contractual or statutory confidentiality
obligation on terms substantially equivalent to the terms of this Agreement;

d) shall not use, nor permit the use by its Representatives and Affiliates of, Confidential
Information other than for the purposes of, or in connection with, the Project;

e) shall disclose such Confidential Information only to those Representatives and

Affiliates which need to know such Confidential Information for the purposes of the
Project and who are subject to a contractual or statutory confidentiality obligation on
terms substantially equivalent to the terms of this Agreement; and

f) shall not copy, reproduce or summarise in whatever form (including, but not limited to,
written oral, visual or electronic form or on tape or disk or any other form) Confidential
Information in whole or in part, unless reasonably necessary for the purposes of the
Project.

2.2. Any breach of any obligation or restriction under this Agreement, including those as set forth in
this Clause 2 (Confidentiality obligations of the Receiving Party) by a Party's Representatives
or Affiliates shall be deemed to be a breach of this Agreement by such Party. Each Party shall
procure that its Representatives and Affiliates adhere to any obligation and restriction
hereunder as if they were a Party to this Agreement.

3. EXCEPTIONS TO THE RECEIVING PARTY'S CONFIDENTIALITY OBLIGATIONS

3.1. The obligations and restrictions provided for in Clause 2 (Confidentiality obligations of the
Receiving Party) shall not apply to Confidential Information that demonstrably

a) is public knowledge, unless such public knowledge resulted from a breach of this
Agreement or any other confidentiality obligation by the Receiving Party;

b) is independently developed by the Receiving Party without having used any

Confidential Information;

c) is lawfully in the Receiving Party’s possession prior to receipt from the Disclosing
Party, unless such possession resulted or results from a breach of this Agreement
or any other confidentiality obligation by the Receiving Party; or

d) is lawfully disclosed, provided or otherwise made available to the Receiving Party

by a third party without breach of any obligation of confidentiality or non-use
towards the Disclosing Party by the Receiving Party or, to the best of the Receiving
Party's knowledge after its due and careful enquiry, by such third party;

3.2. The obligations and restrictions provided for in Clause 2 (Confidentiality obligations of the
Receiving Party) shall neither apply to Confidential Information that demonstrably is required to
be disclosed by order of a competent court or public authority, mandatory law, regulations,
stock exchange rules or rules of professional bodies, or self-regulatory organisations, provided
always that, and only to the extent, the Receiving Party is bound to comply therewith and such
disclosure requirement is legally enforceable against the Receiving Party. In the case of a
disclosure requirement as described in this Clause 3.2, the Receiving Party shall notify in
writing the Disclosing Party immediately without undue delay in respect of an imminent or
actual disclosure requirement. The Receiving Party shall furthermore take all reasonable legal
measures to avoid the disclosure of Confidential Information or to limit such disclosure to the
required extent and shall cooperate with the Disclosing Party for such purposes.
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4. NO FURTHER RIGHTS; NO LICENCE
The Disclosing Party reserves all rights in the Confidential Information and no further rights or
obligations other than those expressly referred to in this Agreement are granted or to be
deduced from this Agreement. In particular, no party shall acquire ownership, or any other
right, to use Confidential Information and no licence is hereby granted, directly or indirectly,
under any patent, invention, discovery, copyright or other intellectual or industrial property right
currently or in the future held, made, obtained or licensable by the Disclosing Party.

5. CONTACT
Each Party shall use the following contact details (and such other contact details as may be
communicated in writing separately by a Party) for any notices, requests or other
communication under this Agreement.

BayWa r.e.

Address: BayWa r.e. Romania S.R.L.

str. Al. Papiu Ilarian, nr. 8 et. 2,
jud. Sibiu 550160
Romania

To the attention of: Martin Reckmann

Email: [email protected]
Telephone: 00491712238990

[FITC USA]
Address: 16821 Rose Apple Drive, Delray Beach, Florida, USA &

9West, 7th Floor, Ring Road Parklands, Nairobi, Kenya

To the attention of: Christian Thomas
Email: [email protected]]
Telephone: [+254 - 768 035 103]

6. ASSIGNMENT
This Agreement and any rights and obligation thereunder shall not be assigned or otherwise
transferred in whole or in part by either Party without the prior written consent of the other
Party, with such consent not to be unreasonably withheld or delayed.

7. TERM
This Agreement shall be effective from the date of execution hereof (the "Effective Date") and
shall continue for a period of two (2) years following the Effective Date. Any potential early
termination of this Agreement shall not affect the Parties' obligations with regard to Confidential
Information disclosed prior to such early termination. Such obligations shall in such case cease
only upon expiry of a period of two (2) years following the Effective Date.

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8. RETURN, DELETION AND/OR DESTRUCTION OF CONFIDENTIAL INFORMATION
8.1. Following termination of this Agreement, in accordance with Clause 7 (Term) or for any other
reason, and subject to Clause 8.2, the Receiving Party shall upon written request of the
Disclosing Party within twenty (20) business days after receipt of such request return, delete
and/or destroy all Confidential Information, irrespective of its form (including, to the extent
technically and economically reasonable Confidential Information held on computer systems,
hard drives, word processors or other electronic media storages), and confirm in writing to the
Disclosing Party that return, deletion and/or destruction has occurred.

8.2. Clause 8.1 shall not apply to the extent that the Receiving Party is required by applicable law,
stock exchange rules or by the Receiving Party’s bona fide internal document retention policy
to retain (copies of) Confidential Information. Furthermore, Clause 8.1 shall not apply to
Confidential Information retained in any computer systems, hard drives, word processors or
other electronic media storages as a result of automatic archiving and back-up procedures,
provided that no attempt will be taken to extract such Confidential Information. Any
Confidential Information not returned, deleted and/or destroyed in accordance with this
Clause 8.2 shall remain subject to the confidentiality obligations under this Agreement.

8.3. The Receiving Party shall bear any costs arising in connection with the obligations under this
Clause 8.

9. NO WARRANTY; NO FURTHER OBLIGATIONS

9.1. The Disclosing Party makes no representation or warranty, expressed or implied, as to the
Confidential Information being correct, accurate, complete or up to date.

9.2. The Disclosing Party shall have no liability for any consequences resulting from the use of
Confidential Information by, or on behalf of, the Receiving Party. Any such use (including any
conclusion the Receiving Party derives from the Confidential Information) is at the sole risk
and responsibility of the Receiving Party.

9.3. Either Party shall be free to end at any time the discussions in respect of the Project. The
Parties agree that unless and until a definitive agreement with respect to the Project has been
executed between the Parties, neither Party shall have any legal obligation whatsoever nor
any liability (including obligations or liabilities resulting from a violation of duties under a
potential pre-contractual relationship) in respect of the Project except for those obligations and
liabilities explicitly agreed in this Agreement. Neither Party shall be liable for any costs, losses
or damages of any nature howsoever incurred by the other Party as a result of a definitive
agreement with respect to the Project not being entered into.

9.4. Nothing in this Agreement shall be construed or interpreted to oblige either Party to provide
any specific type of information hereunder, whether confidential or not.

10. NO WAIVER
A failure or delay by either Party in exercising any right, power or privilege under this
Agreement shall not constitute a waiver of such right, power or privilege nor shall any single or
partial exercise of such right, power or privilege preclude any further exercise thereof.

11. REMEDIES
The rights and remedies provided under this Agreement are in addition to, and not exclusive
of, any rights or remedies provided by applicable law. Without prejudice to any other rights or
remedies that the Disclosing Party may have, the Parties acknowledge and agree that a claim
for damages may not be a sufficient remedy for a breach of the provisions of this Agreement
by a Party (or its Representatives or Affiliates). Therefore, each Party shall be entitled to
exercise any other right or legal measure, in particular to seek a court interdict, court interim
order or any other remedy in respect of any imminent or actual breach of the provisions of this
Agreement by the other Party (or its Representatives or Affiliates).

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12. APPLICABLE LAW; JURISDICTION
12.1. This Agreement is governed by the laws of Romania excluding any conflict of law rules and
excluding the United Nations Convention on Contracts for the International Sale of Goods
(CISG).

12.2. The courts of Sibiu, Romania, shall have exclusive jurisdiction for any claims and disputes
arising under, or in connection with, this Agreement.

13. MISCELLANEOUS
13.1. This Agreement constitutes the entire agreement and understanding between the Parties in
respect of the Confidential Information and supersedes, unless otherwise provided for herein,
any and all prior agreements and understandings between the Parties in such respect.

13.2. This Agreement, including this Clause 13.2, shall not be entered into, amended or otherwise
modified unless such amendment or modification is agreed by the Parties in writing. Such
written form requirement shall be satisfied by a hand-written signature (plus printed name), a
scan thereof, an electronic signature or any stricter form.

13.3. In the event that any court of competent jurisdiction holds any provision of this Agreement
invalid, as a whole or in part, or in the case that a gap in this Agreement becomes evident,
such invalidity or gap shall not affect the validity of the remaining provisions of this Agreement.
It is the express intention of the Parties to maintain the validity of the remaining provisions in
any case. Any invalid provision shall be replaced, and any gap shall be filled, by a valid and
practicable provision, deemed to be agreed with effect ex tunc, that in legal and economic
terms comes closest to what the Parties intended or would have intended in accordance with
the purpose of this Agreement if they had considered the point at the time of conclusion of this
Agreement.

[signature page to follow]

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SIGNATURES

BayWa r.e.

____________________________
date of signing

____________________________ ____________________________
signature signature

____________________________ ____________________________
full name of signee (print) full name of signee (print)

____________________________ ____________________________
position of signee position of signee

[FITC]

11th October 2022

____________________________
date of signing

____________________________ ____________________________
signature signature
Christian Thomas Tim M. Schwuchow

____________________________ ____________________________
full name of signee (print) full name of signee (print)
Treasurer Vice President

____________________________ ____________________________
title of signee title of signee